Please read this Privacy Notice before you may become a business or personal user of Nigerian Exchange Limited (“NGX”) and its Affiliates' Digital Gateway Platform (hereinafter referred to as the “Platform”).

Introductions

Welcome to Nigerian Exchange Limited (“NGX”) and its Affiliates' Digital Gateway Platform, hereinafter referred to as “Platform” (which expression shall where the context so admits, include its successors-in-title and assigns).

By using this Platform, you are acknowledging and agreeing to comply with and be bound by the following terms and conditions of use governing NGX's/its Affiliates' relationship with you in relation to this Platform. These Terms and Conditions are for an indefinite term and legally binding, so please read them through carefully before accessing this Platform. The onus is on you to access these Terms and Conditions, as well as any amendments made thereto. If you are not agreeable to these Terms and Conditions, you may not access this Platform.

These Terms and Conditions are specific and apply to your use of this Platform. Any changes to these Terms and Conditions will be updated on this Platform and will be displayed when you access it.

Definitions

To use this Platform, you must:

a. Be 18 years of age or above. In the event that you are below 18 years of age, you are visiting the Platform at your own risk and warrant that you have been advised accordingly and are acting with the direction of your parents or guardian;

b. If your bank details are for a Bank in Nigeria, have your bank details registered with NIBSS under the BVN service;

c. Have a valid email address and contact telephone number;

d. Be a resident in a jurisdiction where this Platform or any part therein is not restricted under its securities laws; and

You hereby confirm that in consideration of NGX/its Affiliates providing you access to the Platform, you have read, understood and agreed to be bound by these Terms and Conditions each time you access this Platform.

Registrations and Confirmation

By registering for the services provided through this Platform, You agree to pay any fees that are due in respect of any such service that You use. Where any service for which You register on or through this Platform is provided by or with a service provider, agent or partner of NGX/its Affiliates, You agree that You will observe any additional terms and conditions associated with the part of the service provided by them.

By registering on this Platform, You warrant to NGX and its Affiliates that all the information provided by you are true, complete and accurate in all respects. NGX and its Affiliates will take all information supplied via this Platform at face value and shall not be responsible for any inaccurate, untrue or false information or any information supplied under false pretences.

Application for and Use of the Platform

a. NGX/its Affiliates reserves the right, at its sole discretion, to refuse to act on your registration application and/or updates of your registration data made via this Platform.

b. If your registration application is accepted, You agree to receive marketing and promotional materials via an email broadcast unless you have selected not to receive these materials; and consent that your registration details will be utilised by NGX/its Affiliates as the service provider when You register and login to the Platform using your registration User ID for the subscription.

c. Your consent to receive marketing and promotional materials electronically will remain in effect until You revoke such consent. To unsubscribe or revoke your consent to receive these Electronic notifications, You will need to apply the unsubscribe option made available within this Platform. Please note that it may take some time for us to update our records to ensure your new choices are respected.

d. You must ensure that you update your details (including any change in your email address) on the Platform immediately whenever any such change occurs.

NGX's/its Affiliates' Obligations to Retain your Personal Information and your Access to and Control of such Personal Information

NGX and its Affiliates keep your Personal Information in line with set periods calculated using the following applicable criteria:

a. How long You have been a customer with us, the types of products or services offering we provide You, and when You will stop being our customer.

b. After You have stopped being our customer, for how long it is reasonable for us to retain your records to show we have met the obligations we have to You and by law.

c. Any time limits for making a claim

d. Any period for keeping your personal information which are set by law or recommended by the relevant regulators, professional bodies or associations or is in line with best practice.

e. The nature of any contract we have in place with You.

f. The terms of any consent given by You.

g. Any relevant proceedings that apply.

h. Our legitimate interests as a business.

The retention period is to enable NGX/its Affiliates use the personal data for the necessary legitimate purposes identified in full compliance with the legal and regulatory requirements. When NGX/its Affiliates no longer need to use your personal information, we will delete it from our systems and records, and/or take steps to anonymise the said personal information so that you cannot be identified or linked to the said personal information.

Access to and Control over Information

In respect of your Personal Information with us, You can do at any time the following by contacting us:

• If allowable, see what Personal Information we have about You, if any. Change/correct any Personal Information we have about You after providing the required documentation and if it is within your purview to change/correct.
• If allowable, and subject to points a - h above, have us delete any Personal Information we have about You.
• Request for contact details of the data protection officer, where applicable. If allowable, request for the purpose of the processing as well as the legal basis for processing.
• If allowable, request for information about interests, if the processing is based on the legitimate interests of NGX and its Affiliates or a third party.
• If allowable, request for the categories of personal data collected, stored and processed. If allowable, request for recipient(s) or categories of recipients that the data is/will be disclosed to.
• Information about how we intend to securely transfer the personal data to a third party or international organisation. NITDA will coordinate the transfer requests with the office of the Attorney General of the Federation, who will approve sending personal data to some countries that meet a minimum standard of data protection. Countries listed in the ' white list' of jurisdictions annexed to the NDPR Implementation Framework are exempted from the said approval in other cases, we will ensure there are specific measures in place to secure your information.
• Request for the duration of data retention.
• Request for details and information of automated decision making, such as profiling, and any meaningful information about the logic involved, as well as the significance and expected consequences of such processing and express any concern about our use of your Personal Information.

Liabilities and Exclusion of Liabilities

a. NGX/its Affiliates shall not be liable to You for any loss or damage You may suffer or incur as a result of your use of the Platform unless such a loss or damage results directly from the fraud or wilful default of NGX/its Affiliates.

b. In the event that You do not comply with any provision of these Terms and Conditions and such non-compliance results in any loss or damage to NGX/its Affiliates, You agree and undertake to compensate NGX/its Affiliates for such loss and/or damage.

c. Any limitation or exclusion of liability under these Terms and Conditions shall only be valid to the full extent permitted by law.

d. NGX/its Affiliates is entitled, at its sole discretion, to take such steps as it may consider expedient, including any steps required to comply with any law, regulation, order, directive, notice or request from any government or regulatory authority (whether or not having the force of law).

e. To the full extent permitted by law, NGX/its Affiliates shall not, in connection with the provision of the Platform, be liable for any loss, damage or expense suffered by You or any third party by virtue of any delay in acting on any instruction or any partial completion of or failure or inability to act on any of your instructions for whatever reason (including, without limitation, any failure or error of any computer or electronic system or equipment).

f. In no event will NGX/its Affiliates or its third party providers be liable for any damages, including without limitation direct or indirect, special, incidental, punitive, or consequential damages, losses or expenses arising out of or relating to your use of this Platform, any failure of performance, malfunction, fault in delivery, suspension, inaccuracy, termination, error, omission, interruption, defect, delay in operation or transmission, computer virus, line or system failure, unauthorized interception of information, unauthorized access or use or other security threats relating to the Platform or any other cause in connection with the performance, operation, maintenance, use of or inability to use all or any part of the Platform, even if NGX/its Affiliates or their agents or advisors are advised of the possibility of such damages, losses or expenses (past performance is no guarantee of future results).

Security and Confidentiality

b. NGX/its Affiliates shall be entitled to disclose your User ID and password to any third party if required to do so by any law, regulation or court order.

c. In no circumstances shall NGX/its Affiliates be liable to You in any way whatsoever for any loss, damage, costs and expense incurred by You as a result of, arising out of or in connection with, whether directly or indirectly, the wrongful or fraudulent use of your User ID or password.

d. You shall have no rights, title, interests over your User ID or password. NGX/its Affiliates or relevant third party providers shall be entitled (in its sole discretion and without assigning any reason) to terminate the use of the same at any time whatsoever. Upon such termination, You shall no longer be entitled to use or access your User ID or password. NGX/its Affiliates shall not be liable to You or any third party for any termination, deactivation or deletion of your User ID or password.

e. NGX/its Affiliates does not represent or warrant that this Platform will always be available or meet your requirements, that access will not be interrupted, that there will be no delays, failures, inaccuracies, typographical or other errors or omissions or loss of transmitted information, that no viruses or other contaminating or destructive properties will be transmitted or that no damage will occur to your computer system.

f. You have sole responsibility for adequate protection and back up of your data and/or equipment and for undertaking reasonable and appropriate precautions to scan for computer viruses or of other destructive properties.

g. NGX/its Affiliates make no representations or warranties regarding the accuracy, timeliness functionality or performance of any software that may be used in connection with this Platform.

h. To the full extent permitted by law, NGX/its Affiliates exclude all liability that may arise in respect of all the software that is used in connection with this Platform. Please note that this Platform may have capacity limitations if there are too many users accessing it concurrently.

h. To the full extent permitted by law, NGX/its Affiliates exclude all liability that may i. NGX/its Affiliates reserve the right to restrict access when security risks are detected.

Third Party Websites or platforms

a. You may not frame, link or deep-link this Platform to any other website or Platform without our prior written consent. Should You wish to frame or to set up a link/deeplink to this Platform please contact NGX/its Affiliates via contactcenter@ngxgroup.com or kadebayo@ngxgroup.com. Without prejudice to any of its rights, NGX/its Affiliates may upon discovering such unauthorised framing, linking or deep-linking disable them.

a. You may not frame, link or deep-link this Platform to any other website or Platform without our pb. If the Platform provides links to other platforms or websites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the websites/platforms, You agree that NGX/its Affiliates are not responsible for the availability of, and content provided on third-party websites, platforms or contents. You are required to peruse the policies posted by other websites regarding privacy and other topics before use. NGX/its Affiliates are not responsible for third party content accessible through the Platform, including opinions, advice, statements and advertisements, and You shall bear all risks associated with the use of such content. NGX/its Affiliates are not responsible for any loss or damage of any sort which You may incur from dealing with any third party. When You access such links please understand that they are independent from NGX and its Affiliates.

c. By using any third-party content, You may leave the Platform and be directed to an external website or platform, or to a website or platform maintained by an entity other than NGX/its Affiliates. If You decide to visit any such site, You do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or any other destructive elements. NGX/its Affiliates make no warranty or representation regarding, and does not endorse, any linked web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that NGX/its Affiliates or the sponsors of the Platform, endorse(s), is affiliated or associated with, or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of NGX or any of its Affiliates or subsidiaries

d. You hereby expressly acknowledge and agree that the linked sites are not under the control of NGX/its Affiliates and NGX/its Affiliates are not responsible for the contents of any linked site or any link contained in a linked site, or any changes or updates to such sites. NGX/its Affiliates are not responsible for the accuracy or quality of any such contents. NGX/its Affiliates are not responsible for webcasting or any other form of transmission received from any linked site. NGX/its Affiliates are providing these links to You only as a convenience, and the inclusion of any link shall not be construed to imply endorsement by NGX/its Affiliates in any manner of the Platform.

Changes and Operation of the Platform

NGX/its Affiliates reserve the right, at its discretion, to make changes to any part of the Platform, suspend or terminate the operation of the Platform at any time for the purposes of support and maintenance or to update the information contained on the Platform and the Information or these Terms and Conditions in order to improve or streamline the services which it offers. Should these Terms and Conditions be amended, NGX/its Affiliates will publish details of the amendments on the Platform.

By using this Platform, You agree to be bound by and You agree to periodically visit the Platform to determine the then current terms of use to which you are bound. In the event that NGX/its Affiliates change these Terms and Conditions, amendments will be published on the Platform.

Validity

a. If one, or part of these Terms and Conditions proves to be legally unsound or unenforceable in any way, this will not affect the validity of the remaining terms in any way.

b. If we relax any of these Terms and Conditions once, this may be on a temporary basis or as a special case; it will not affect our right to enforce that term strictly again at any time.

Indemnity

You agree to indemnify and hold harmless NGX/its Affiliates and their officers, agents, and employees from and against any and all claims, demands, costs, damages and or penalties arising out of any failure by You or any agent acting on your behalf to fully observe these Terms and Conditions or by reason of any use by You or such agent of any information or images provided on this Platform.

Intellectual Property Rights

a. The composition contained in this Platform (“NGX Content”), including but not limited to, text, data, audio, video, programming,functionality, software, source code, graphics, photographs, databases, illustrations, artwork, names, logos, designs, button icons, scripts, trademarks, trade dress, service marks, domain names, service names and the information contained in the Platform regarding or connected to NGX and its Affiliates and in respect of their activities, whether registered or unregistered, are either owned by and are the intellectual property of NGX or its Affiliates or licensed to NGX or its Affiliates, and are subject to copyright and other intellectual property rights under the Nigerian Law and applicable international conventions. Where applicable some of NGX Content, including but not limited to the text, images and other information herein and their arrangement, are protected by copyright, trademark and other proprietary rights of the relevant third-party providers. NGX and its Affiliates reserve the right to take legal action in respect of any reproduction, copying, imitating, aggregating, reproducing, distribution, framing, displaying, selling, licensing, uploading to a third party or for personal use, publication, adaptation, broadcast, public performance or other use or communication to the public of the information contained on the Platform without the prior written consent of NGX or its Affiliates (whichever is applicable). You are not permitted to use any of the trademarks displayed on the Platform without the prior written consent of NGX/its Affiliates or the third party that owns the trademark.

b. Unauthorised use/exploitation of NGX Content on the Platform may violate copyright, trademark and other applicable intellectual property and proprietary laws in force in Nigeria and/or outside Nigeria and could result in criminal or civil penalties. You are granted a non-exclusive, non-transferable, limited right to access the Platform in order to use the and/or subscribe to the Platform.

c. Nothing contained herein shall be construed as conferring by implication, estoppels, or otherwise any license or right under any patent, trademark, or proprietary rights of NGX/its Affiliates or of any third party. Except as expressly provided above, nothing contained herein shall be construed as conferring any license or right to NGX copyright.

d. NGX and its Affiliates represent that this Platform and NGX Content either belong to NGX or its Affiliates or are licensed to NGX or its Affiliates and are protected by copyright, trademark, trade secret, patent and any other applicable intellectual property and other laws and conventions in force in Nigeria and/or outside Nigeria. NGX Content is provided to you “AS IS” and solely for the purpose of using the and/or subscribing to the Platform and may not be used, including as part of trademarks and/or as part domain names, in connection with any product or service or website or platform in any manner that is likely to cause confusion and may not be copied, imitated, reproduced, aggregated, distributed, broadcast, displayed, sold, licensed, or otherwise used or exploited for any other purpose whatsoever in whole or in part, without the prior written permission of NGX or its Affiliates (whichever is applicable). You agree not to republish (for any lawful or unlawful purpose), reproduce, copy or modify, imitate, aggregate, distribute, broadcast, display, sell, license, or otherwise use or exploit any part of NGX Content on this Platform without prior written permission from NGX or its Affiliates (whichever is applicable). All rights not expressly granted herein are reserved.

e. All trademarks, service marks, logos and any other marks whatsoever are used for the benefit of their respective owners and are not intended to infringe the trademark of any such person.

f. NGX/its Affiliates or any of its relevant third-party providers (as an intended thirdparty beneficiary) may enforce its rights against you.

Assignment and Severability

Each of the provisions of these Terms and Conditions is severable and distinct from the others. If at any time one or more of such provisions is or becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall not be affected in any way. NGX and/or its Affiliates may assign their/its obligations and rights under this Terms and Conditions to an Affiliate or a successor entity and your Personal Information as well as the use and processing of such Personal Information may be among the assets transferred by NGX and/or its Affiliates. By Registering on this Platform, you acknowledge and consent that such transfers may occur and are permitted by these Terms and Conditions.

Third party advertising

NGX/its Affiliates allow third parties to place advertisements on the Platform. Third party advertisements are clearly labelled as such and may be chargeable. NGX/its Affiliates do not endorse and is not responsible for the content of any third-party advertisement on this Platform or otherwise.

Access to this Platform

ACCESS TO THIS PLATFORM OR ANY PART OF IT MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. BY YOUR USE OF THIS PLATFORM, YOU CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS PLATFORM OR ANY AREA OF THE PLATFORM. THESE MATERIALS ARE NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY

Automated Processing of Personal Data

NGX and its Affiliates may engage in activities which involve the automated processing and/or profiling of information you provide us where (i) it is necessary for entering into or performance of a contract; (ii) it is authorized or required by law (which also provides safeguards for you); or (iii) it is the subject of explicit consent from You. You hereby consent that in the circumstances not covered above, NGX and its Affiliates can engage in activities which involve the automated processing and/or profiling of your information in respect of the services for which You provided the Personal Data. Such automated processing and/or profiling in respect of the services can include, without limitation, carrying out automated processing and/or profiling for the purpose of improving the services or introducing more services.

Overseas Persons

As a consequence of legal restrictions, the release, publication or distribution of information contained on this Platform in certain jurisdictions or to certain persons may be restricted or unlawful. All persons resident or located outside the Federal Republic of Nigeria who wish to access this Platform must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If You are resident or located in a country that renders the accessing of this Platform or any part or parts thereof illegal, whether or not subject to making certain notifications or taking other action, You should not view this area of the Platform or such illegal part or parts of the Platform.

It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If You are in any doubt, You should not continue to seek to access this Platform or area of the Platform.

You should not forward, transmit or show the announcements, information or documents contained in this Platform to any person (other than your professional advisers). In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.